Seneca Foods Corp.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Seneca Foods Corporation is a leading provider of packaged fruits and vegetables, with facilities located throughout the United States. Our product offerings include canned, frozen and jarred produce, and snack chips that are sold under private label as well as national and regional brands that the Company owns or licenses, including Seneca®, Libby’s®, Green Giant®, Aunt Nellie’s®, Cherryman®, Green Valley® and READ®. Our products are sold nationwide by major grocery outlets, including supermarkets, mass merchandisers, limited assortment stores, club stores and dollar stores. We also sell products to foodservice distributors, restaurant chains, industrial markets, other food processors, export customers in approximately 55 countries and federal, state and local governments for school and other food programs. Additionally, the Company packs canned and frozen vegetables under contract packing agreements.

 

Business Trends

 

We purchase raw materials, including raw produce, steel, ingredients and packaging materials from growers, commodity processors, steel producers and packaging suppliers. Raw materials and other input costs, such as labor, fuel, utilities and transportation, are subject to fluctuations in price attributable to a number of factors. Certain of our raw materials, namely steel, are subject to import tariffs and other restrictions, and the United States government may periodically impose new or revise existing duties, quotas, tariffs or other restrictions to which we are subject. Fluctuations in commodity prices can lead to retail price volatility and can influence consumer and trade buying patterns. The cost of raw materials, fuel, labor, distribution and other costs related to our operations can increase from time to time significantly and unexpectedly, the impact of which could increase our cost of products sold and reduce our profitability.

 

We experienced material cost increases to various production inputs during the last several years due to a number of factors, including but not limited to, supply chain disruptions, steel supply and pricing, raw material shortages, labor shortages, and the conflict between Russia and Ukraine. While we have no direct exposure to this foreign conflict, it had a negative impact on the global economy which increased certain of our input costs. While some of the factors mentioned above have started to ease and stabilize, our costs remain elevated as compared to historical levels.

 

We attempt to manage costs by locking in prices through short-term supply contracts, advance grower purchase agreements, and by implementing cost saving measures. We also attempt to offset rising input costs by raising sales prices to our customers. However, increases in the prices we charge our customers may lag behind rising input costs. Competitive pressures and pricing methodologies employed in the various sales channels in which we compete may also limit our ability to raise prices in response to rising costs. To the extent we are unable to avoid or offset any present or future cost increases, our operating results could be materially adversely affected.

 

Results of Operations

 

Net Sales:

 

The following table presents net sales by product category (in thousands):

 

	Three Months Ended						Nine Months Ended
	December 27,				December 28,		December 27,				December 28,
	2025				2024		2025				2024
Canned vegetables	$	430,208			$	426,225	$	1,054,887			$	1,031,242
Frozen vegetables		29,332				26,945		97,140				91,365
Fruit products		34,572				35,477		75,408				76,633
Snack products		3,423				4,700		11,943				11,603
Other		10,813				9,509		26,450				22,205
Total	$	508,348			$	502,856	$	1,265,828			$	1,233,048

 

Three Months Ended December 27, 2025 and December 28, 2024

 

Net sales totaled $508.3 million for the three months ended December 27, 2025 as compared with $502.9 million for the three months ended December 28, 2024. The overall net sales increase of $5.4 million, or 1.1%, as compared to the prior year quarter was driven by a $11.2 million increase from the impact of selling prices and product mix, which was partially offset by a $5.8 million decrease resulting from lower sales volume.

 

Net sales of canned vegetables and frozen vegetables increased by a combined $6.4 million over the prior year quarter. The categories experienced an increase of $8.9 million from the impact of pricing and product mix, partially offset by a decrease of $2.5 million due to lower sales volume. Net sales in the fruit products category decreased by $0.9 million largely driven by lower sales volume. The snack products category contributed a net sales decrease of $1.3 million which was also driven by lower sales volume. Lastly, net sales attributable to the other category increased $1.3 million as compared to the prior year quarter for seed, cans and ends, and outside revenue from aircraft operations, which are ancillary to the Company’s main operations.

 

 

Nine Months Ended December 27, 2025 and December 28, 2024

 

Net sales totaled $1,265.8 million for the nine months ended December 27, 2025 as compared with $1,233.0 million for the nine months ended December 28, 2024. The overall net sales increase of $32.8 million, or 2.7%, as compared to the prior year nine-month interim period was driven by higher sales volume contributing an increase of $16.5 million and a $16.3 million increase from the impact of higher selling prices and product mix.

 

Net sales of canned vegetables and frozen vegetables increased by a combined $29.4 million over the prior year. The categories experienced an increase in sales volume equating to $18.5 million and a $10.9 million increase from the impact of pricing and product mix. Net sales in the fruit products category decreased by $1.2 million mainly driven by lower sales volume. The snack products category remained relatively consistent with a net sales increase of $0.3 million. Lastly, net sales attributable to the other category increased $4.2 million as compared to the prior year for seed, cans and ends, and outside revenue from aircraft operations, which are ancillary to the Company’s main operations.

 

Operating Income:

 

The following table presents components of operating and non-operating income as a percentage of net sales (percentages shown as absolute values):

 

	Three Months Ended							Nine Months Ended
	December 27,				December 28,			December 27,				December 28,
	2025				2024			2025				2024
Gross margin		16.4	%			9.8	%		14.8	%			10.9	%
Selling, general, and administrative expense		4.6	%			4.5	%		5.0	%			4.7	%
Other operating (income) expense, net		0.0	%			0.2	%		0.0	%			0.1	%
Operating income		11.8	%			5.1	%		9.8	%			6.1	%
Other non-operating income		0.6	%			0.3	%		0.5	%			0.4	%
Interest expense, net		0.8	%			1.6	%		1.1	%			2.2	%
Income taxes		2.7	%			0.9	%		2.2	%			1.0	%

 

Three Months Ended December 27, 2025 and December 28, 2024

 

Gross Margin: Gross margin for the three months ended December 27, 2025 was 16.4% as compared to 9.8% for the three months ended December 28, 2024. Gross margin was higher for the current quarter, partially driven by a LIFO credit that decreased the cost of products sold on a GAAP basis year-over-year. In addition, finished goods sold by the Company during the current quarter largely consisted of products produced during the current year seasonal pack, which have a lower cost on a FIFO per unit basis as compared to finished goods sold during the prior year quarter. These factors, along with the net sales increase further discussed in the section above, resulted in a higher gross margin for the current quarter. Refer to the separate business trends section and the material cash requirements section for additional discussion of the factors impacting the respective seasonal pack.

 

Selling, General, and Administrative: Selling, general and administrative expense for the three months ended December 27, 2025 increased $1.0 million from the three months ended December 28, 2024. Selling, general, and administrative expense as a percentage of net sales for the three months ended December 27, 2025, was 4.6% as compared with 4.5% for the prior year quarter. The percentage remained relatively flat on a comparative basis as net sales increased and selling, general, and administrative expense increased mostly driven by routine workforce related costs.

 

Other Operating (Income) Expense, net: The Company had net other operating income of $0.1 million during the three months ended December 27, 2025, which was driven primarily by the sale of various spare equipment and nominal amounts related to the use of Company-owned land. During the three months ended December 28, 2024, the Company had net other operating expense of $0.8 million, which was driven primarily by the disposal of various spare equipment.

 

Non-Operating (Income) Expense:

 

Other Non-Operating Income: Other non-operating income totaled $2.8 million and $1.5 million for the three months ended December 27, 2025 and December 28, 2024, respectively, and is comprised of the non-service related pension amounts that are actuarially determined. 

 

Interest Expense, net: Interest expense as a percentage of net sales was 0.8% for the three months ended December 27, 2025, as compared to 1.6% for the three months ended December 28, 2024. Interest expense decreased from $7.8 million in the prior year quarter to $4.1 million in the current quarter primarily driven by lower average borrowings outstanding under the Company’s revolving credit facility and a lower weighted average interest rate as compared to the prior year quarter.

 

 

Nine Months Ended December 27, 2025 and December 28, 2024

 

Gross Margin: Gross margin for the nine months ended December 27, 2025 was 14.8% as compared to 10.9% for the nine months ended December 28, 2024. Gross margin was higher for the current nine-month period, partially driven by the net sales increase further discussed in the section above and by a LIFO credit that decreased the cost of products sold on a GAAP basis year-over-year. Offsetting those factors, FIFO per unit costs for finished goods sold during the current nine-month period increased as compared to the prior year nine-month period given that a portion of the products sold in the current period were sourced from the prior year seasonal pack which had a higher per unit cost. However, the impact of the net sales increase and LIFO credit outpaced the increase in cost of products sold, thus resulting in a higher gross margin. Refer to the separate business trends section and the material cash requirements section for additional discussion of the factors impacting the respective seasonal pack.

 

Selling, General, and Administrative: Selling, general and administrative expense for the nine months ended December 27, 2025 increased $4.7 million from the nine months ended December 28, 2024. Selling, general, and administrative expense as a percentage of net sales for the nine months ended December 27, 2025, was 5.0% as compared with 4.7% for the prior year nine-month interim period. The percentage remained relatively flat on a comparative basis as net sales increased and selling, general, and administrative expense increased mostly driven by routine workforce related costs.

 

Other Operating (Income) Expense, net: The Company had net other operating income of $0.4 million during the nine months ended December 27, 2025, which was driven primarily by the sale of various spare equipment and nominal amounts related to the use of Company-owned land. During the nine months ended December 28, 2024, the Company had net other operating expense of $0.7 million, which was driven primarily by the disposal of various spare equipment and minimal restructuring charges attributable to equipment moves for the prior Northeast trucking fleet.

 

Non-Operating (Income) Expense:

 

Other Non-Operating Income: Other non-operating income totaled $6.6 million and $4.3 million for the nine months ended December 27, 2025 and December 28, 2024, respectively, and is comprised of the non-service related pension amounts that are actuarially determined. 

 

Interest Expense, net: Interest expense as a percentage of net sales was 1.1% for the nine months ended December 27, 2025, as compared to 2.2% for the nine months ended December 28, 2024. Interest expense decreased from $27.2 million in the prior year nine-month interim period to $14.2 million in the current nine-month interim period primarily driven by lower average borrowings outstanding under the Company’s revolving credit facility and a lower weighted average interest rate as compared to the prior year nine-month period. 

 

Income Taxes:

 

The Company’s effective tax rate was 23.6% and 23.2% for the nine months ended December 27, 2025 and December 28, 2024, respectively. The increase in the current nine-month period is primarily driven by the impact of lower federal credits and higher earnings before income taxes as compared to the prior year nine-month period, resulting in an increase of 0.7% to the effective tax rate. Additionally, the prior year nine-month period benefited from interest received on a federal income tax refund, which resulted in a 0.2% increase in the current nine-month period effective tax rate on a comparative basis. These increases were partially offset by the impact of statute expirations for a portion of uncertain tax benefits during the current nine-month period which decreased the effective tax rate by 0.4%.

 

 

Liquidity and Capital Resources

 

Selected financial data of the Company is summarized in the following table and explanatory review (dollar amounts in thousands, except per share data):

 

	December 27,		December 28,			March 31,		March 31,
	2025		2024			2025		2024
Working capital:
Balance	$	616,811	$	579,238		$	541,096	$	815,980
Change in quarter	$	40,871	$	(90,740	)
Current portion of long-term debt, finance and lease obligations	$	23,698	$	106,569		$	105,692	$	30,090
Long-term debt	$	242,748	$	298,703		$	253,822	$	585,786
Operating lease obligations	$	6,270	$	6,541		$	6,924	$	13,758
Finance lease obligations	$	6,124	$	9,210		$	8,377	$	12,259
Finance obligation	$	15,347	$	17,870		$	17,421	$	-
Total stockholders' equity per equivalent common share (1)	$	103.52	$	88.11		$	90.70	$	81.69
Stockholders' equity per common share	$	104.60	$	89.03		$	91.63	$	82.51
Current ratio		4.34		3.38			3.52		6.40

 

(1)	Equivalent common shares are either common shares or, for convertible preferred shares, the number of common shares that the preferred shares are convertible into. See Note 10 of the Notes to Consolidated Financial Statements of the Company’s 2025 Annual Report on Form 10-K for conversion details.

 

 

Material Cash Requirements: The Company’s primary liquidity requirements include debt service, capital expenditures and working capital needs. The Company may also seek strategic acquisitions to leverage existing capabilities and further build upon its existing business. Liquidity requirements are funded primarily through cash generated from operations and external sources of financing, including the revolving credit facility. The Company may also utilize its Receivables Purchase Program to manage short-term liquidity and provide working capital flexibility, as needed.

 

During the preceding fiscal years, working capital needs trended higher than previously experienced by the Company in part because of larger annual pack sizes needed to replenish the Company’s post-pandemic inventory levels to meet customer demand, and because of supply chain challenges and inflationary pressure in the steel industry which impacted can manufacturing operations. To successfully navigate the uncertainty driven by inflation and import tariffs, and a desire to diversify its steel supply, the Company employed a strategic approach during those fiscal years and increased steel coil purchases to better position itself for subsequent years. The higher cost of steel coil raw materials translated into an elevated container cost and ultimately resulted in an increased cost per unit for the associated finished good product. Working capital was likewise unfavorably impacted as the Company experienced material cost increases implemented by suppliers affecting various other production inputs aside from steel. These economic conditions contributed to higher cash outflows and an increased cost per unit for the associated finished good product.

 

During fiscal year 2025, the Company experienced an easing of working capital needs. However, adverse weather conditions during the planting and harvesting seasons had a notable impact, especially in the upper Midwest where the Company has its primary growing region. Challenging growing conditions and reduced crop yields resulted in a seasonal pack smaller than originally planned. This in turn resulted in a higher-cost seasonal pack on a per unit basis for fiscal year 2025; although, the overall cash requirements were favorable as compared to the preceding fiscal years.

 

The Company’s current fiscal year 2026 seasonal pack benefited from improved crop yields and less challenging growing conditions in certain regions, which contributed to an overall larger pack size as compared to the prior year. The Company’s plant locations ran more steadily during the harvesting and production process without as many weather-related interruptions experienced in fiscal year 2025. These factors have resulted in an overall lower-cost seasonal pack on a per unit basis for the current nine-month period. A strong cash position leading into fiscal year 2026 allowed the Company to minimize use of its revolving credit facility as compared to the prior year nine-month interim period.

 

The Company believes that its operations along with existing liquidity sources will satisfy its cash requirements for at least the next twelve months. The Company has borrowed funds and continues to believe that it has the ability to do so at reasonable interest rates; however additional borrowings would result in increased interest expense. The Company does not have any off-balance sheet financing arrangements.

 

 

Summary of Cash Flows: The following table presents a summary of the Company’s cash flows from operating, investing and financing activities (in thousands):

 

	Nine Months Ended
	December 27, 2025				December 28, 2024
Cash provided by operating activities	$	114,155			$	243,600
Cash used in investing activities		(26,552	)			(28,878	)
Cash used in financing activities		(104,679	)			(213,664	)
Net (decrease) increase in cash, cash equivalents and restricted cash		(17,076	)			1,058
Cash, cash equivalents and restricted cash, beginning of period		50,390				11,853
Cash, cash equivalents and restricted cash, end of period	$	33,314			$	12,911

 

Net Cash Provided by Operating Activities: For the nine months ended December 27, 2025, cash provided by operating activities was $114.2 million, which consisted of $7.0 million from changes in operating assets and liabilities, coupled with net earnings of $89.4 million and non-cash charges of $17.8 million. The non-cash charges were mainly comprised of $33.4 million of depreciation and amortization, a $6.6 million impact for deferred taxes, and $3.0 million of lease expense, partially offset by a $22.1 million LIFO credit. The change in operating assets and liabilities was largely impacted by working capital needs as the nine-month period covered the primary months of the Company’s seasonal pack. Cash utilized for inventories and accounts payable activity were the main drivers.

 

For the nine months ended December 28, 2024, cash provided by operating activities was $243.6 million, which consisted of $142.8 million from changes in operating assets and liabilities, coupled with net earnings of $40.6 million and non-cash charges of $60.2 million. The non-cash charges mainly comprised of $33.6 million of depreciation and amortization, $4.0 million of lease expense, and a $23.0 million LIFO charge. The change in operating assets and liabilities was impacted by working capital needs during the nine-month period which covered the primary seasonal pack months.

 

The cash requirements of the business fluctuate significantly throughout the year to coincide with the seasonal growing cycles of vegetables. The majority of the inventories are produced during the packing months, from June through November, and are then sold over the following twelve months. Cash flow from operating activities is one of the Company’s main sources of liquidity, excluding usual seasonal working capital swings.

 

Net Cash Used in Investing Activities: Net cash used in investing activities was $26.5 million for the nine months ended December 27, 2025, and consisted of cash used for capital expenditures of $27.0 million, partially offset by proceeds from the sale of assets totaling $0.5 million.

 

Net cash used in investing activities was $28.9 million for the nine months ended December 27, 2024, and consisted of cash used for capital expenditures of $26.7 million and $2.7 million paid as deposits to vendors for a can manufacturing line. Partially offsetting those amounts, the Company received proceeds from the sale of assets totaling $0.5 million.

 

Net Cash Used in Financing Activities: Net cash used in financing activities was $104.7 million for the nine months ended December 27, 2025, driven primarily by payments of $94.0 million on its term loans and finance obligation. This included full payment of $81.0 million for the Term Loan A-1 upon maturity during the current nine-month interim period. The Company also used cash of $7.6 million to purchase treasury stock and made payments of $3.0 million on finance leases. The Company utilized its revolving credit facility, although borrowings and repayments both equated to $97.3 million during the nine-month period, thereby resulting in no change to the ending balance as compared to the beginning of the fiscal year.

 

Net cash used in financing activities was $213.7 million for the nine months ended December 28, 2024, driven primarily by a net paydown on the Company’s revolving credit facility of $195.0 million. The Company also made payments totaling $14.9 million on its term loans and finance obligation during the prior nine-month interim period. Partially offsetting the outflows was a $12.4 million increase in note payable borrowings associated with the Company’s can manufacturing line which was converted to a finance obligation during the nine-month period. Additionally, the Company used cash of $10.8 million to purchase treasury stock and made payments of $3.8 million on finance leases.

 

 

Impact of Seasonality on Financial Position and Results of Operations:

 

The Company’s production cycle begins with planting in the spring followed by harvesting and packaging during the second and third fiscal quarters with sales spanning over the following twelve months. Minimal food packaging occurs in the Company's last fiscal quarter ending March 31, which is the optimal time for maintenance, repairs and equipment changes in its packaging plants. The supply of commodities, current pricing, and expected new crop quantity and quality affect the timing and amount of the Company’s sales and earnings. When the seasonal harvesting periods of the Company's major vegetables are newly completed, inventories for these packaged vegetables are at their highest levels. For peas, the peak inventory time is mid-summer and for sweet corn and green beans, the Company's highest volume vegetables, the peak inventory is in mid-autumn. The seasonal nature of the Company’s production cycle results in inventory and accounts payable typically reaching their lowest point in mid-to-late first quarter prior to the new seasonal pack commencing. As the seasonal pack progresses, these components of working capital both increase until the pack is complete.

 

The Company’s fruit and vegetable sales exhibit seasonal increases in the third fiscal quarter due to increased retail demand during the holiday season. In addition, the Company sells canned and frozen vegetables to a co-pack customer on a bill and hold basis during the pack cycle, which typically occurs in the second and third quarters. Given the seasonal nature of the Company’s sales, the accounts receivable balance typically reaches its highest point at the end of the second fiscal quarter.

 

Non-GAAP Financial Measures:

 

Adjusted net earnings, EBITDA, and FIFO EBITDA are non-GAAP financial measures and are provided for informational purposes only. The Company believes these non-GAAP financial measures provide investors with helpful information to evaluate financial performance, perform comparisons from period to period, and to compare results against the Company’s industry peers. A non-GAAP financial measure is defined as a numerical measure of the Company’s financial performance that excludes or includes amounts so as to be different from the most directly comparable measure calculated and presented in accordance with GAAP in the condensed consolidated balance sheets and related condensed consolidated statements of net earnings, comprehensive income, stockholders’ equity and cash flows. The Company does not intend for this information to be considered in isolation or as a substitute for other measures prepared in accordance with GAAP. 

 

Adjusted net earnings are calculated on a FIFO basis which excludes the impact from the application of LIFO. Set forth below is a reconciliation of reported net earnings before income taxes to adjusted net earnings (in thousands):

 

	Three Months Ended						Nine Months Ended
	December 27,				December 28,		December 27,				December 28,
	2025				2024		2025				2024
Earnings before income taxes, as reported	$	58,642			$	19,348	$	117,047			$	52,917
LIFO (credit) charge		(2,644	)			10,919		(22,116	)			22,978
Adjusted earnings before income taxes		55,998				30,267		94,931				75,895
Income taxes (1)		13,221				7,353		22,192				17,901
Adjusted net earnings	$	42,777			$	22,914	$	72,739			$	57,994

 

(1)

For the three months ended December 27, 2025 and December 28, 2024, income taxes on adjusted earnings before taxes were calculated using the income tax provision amounts of $13.9 million and $4.7 million, respectively, and applying the statutory tax rates of 24.7% and 24.4%, respectively, for each of the respective periods to the pre-tax LIFO (credit) charge.   For the nine months ended December 27, 2025 and December 28, 2024, income taxes on adjusted earnings before taxes were calculated using the income tax provision amounts of $27.7 million and $12.3 million, respectively, and applying the statutory tax rates of 24.7% and 24.4%, respectively, for each of the respective periods to the pre-tax LIFO (credit) charge.

 

The Company believes EBITDA is often a useful measure of a Company’s operating performance because EBITDA excludes charges for depreciation, amortization, non-cash lease expense, and interest expense as well as the Company’s provision for income tax expense. EBITDA is frequently used as one of the bases for comparing businesses in the Company’s industry. FIFO EBITDA also excludes non-cash charges related to the LIFO inventory valuation method. The Company’s revolving credit facility and term loan agreements use FIFO EBITDA in the financial covenants thereunder.

 

 

Set forth below is a reconciliation of reported net earnings to EBITDA and FIFO EBITDA (in thousands):

 

	Three Months Ended							Nine Months Ended
	December 27,				December 28,			December 27,				December 28,
	2025				2024			2025				2024
Net earnings	$	44,768			$	14,659		$	89,392			$	40,623
Income taxes		13,874				4,689			27,655				12,294
Interest expense, net		4,128				7,841			14,222				27,199
Depreciation and amortization (1)		11,923				12,611			36,368				37,573
Interest amortization (2)		(149	)			(177	)		(451	)			(408	)
EBITDA		74,544				39,623			167,186				117,281
LIFO (credit) charge		(2,644	)			10,919			(22,116	)			22,978
FIFO EBITDA	$	71,900			$	50,542		$	145,070			$	140,259

 

(1)	Includes non-cash lease expense consistent with financial covenant calculations.
(2)	Reconciling item needed to exclude debt issuance cost amortization from the amount shown for interest expense.

 

New Accounting Standards

 

Refer to Note 1, “Basis of Preparation and Presentation”, to the Condensed Consolidated Financial Statements contained herein. 

 

Critical Accounting Estimates

 

A description of the Company's critical accounting estimates is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2025. There were no material changes to the Company's critical accounting policies or estimates during the nine months ended December 27, 2025. 

 

 

Forward-Looking Information

 

This Quarterly Report on Form 10-Q contains “forward-looking statements” as that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the fact that they address future events, developments, and results and do not relate strictly to historical facts. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements, and may contain the words "will," "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," "seeks," "should," "likely," "targets," "may," "can" and variations thereof and similar expressions. Forward-looking statements are subject to known and unknown risks, uncertainties, and other important factors that could cause actual results to differ materially from those expressed. We believe important factors that could cause actual results to differ materially from our expectations include, but are not limited to, the following:

 

●	the effects of rising costs and availability of raw fruit and vegetables, steel, ingredients, packaging, other raw materials, distribution and labor;
●	crude oil prices and their impact on distribution, packaging and energy costs;
●	the impact of tariffs and other governmental trade restrictions;
●	an overall labor shortage, ability to retain a sufficient seasonal workforce, lack of skilled labor, labor inflation or increased turnover impacting our ability to recruit and retain employees;
●	climate and weather affecting growing conditions and crop yields;
●	our ability to successfully implement sales price increases and cost saving measures to offset cost increases;
●	the loss of significant customers or a substantial reduction in orders from these customers;
●	effectiveness of our marketing and trade promotion programs;
●	competition, changes in consumer preferences, demand for our products and local economic and market conditions;
●	the impact of a pandemic on our business, suppliers, customers, consumers and employees;
●	unanticipated expenses, including, without limitation, litigation or legal settlement expenses;
●	product liability claims;
●	the anticipated needs for, and the availability of, cash;
●	the availability of financing;
●	leverage and the ability to service and reduce debt;
●	foreign currency exchange and interest rate fluctuations;
●	the risks associated with the expansion of our business;
●	the ability to successfully integrate acquisitions into our operations;
●	our ability to protect information systems against, or effectively respond to, a cybersecurity incident or other disruption;
●	other factors that affect the food industry generally, including:

o	recalls if products become adulterated or misbranded, liability if product consumption causes injury, ingredient disclosure and labeling laws and regulations and the possibility that consumers could lose confidence in the safety and quality of certain food products;
o	competitors’ pricing practices and promotional spending levels;
o	fluctuations in the level of our customers’ inventories and credit and other business risks related to our customers operating in a challenging economic and competitive environment; and
o	the risks associated with third-party suppliers, including the risk that any failure by one or more of our third-party suppliers to comply with food safety or other laws and regulations may disrupt our supply of raw materials or certain finished goods products or injure our reputation; and

●	changes in, or the failure or inability to comply with, U.S., foreign and local governmental regulations, including health, environmental, and safety regulations.

 

Any of these factors, as well as such other factors as discussed in our other periodic filings with the SEC, could cause our actual results to differ materially from our anticipated results. The information provided in this Form 10-Q is based upon the facts and circumstances known as of the date of this report, and any forward-looking statements made by us in this Form 10-Q speak only as of the date on which they are made. Except as required by law, we undertake no obligation to update these forward-looking statements after the date of this Form 10-Q to reflect events or circumstances after such date, or to reflect the occurrence of unanticipated events.